jan282010_8kguarantor.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): January 28, 2010
Eastman
Kodak Company
(Exact
name of registrant as specified in its charter)
New
Jersey
|
1-87
|
16-0417150
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
343
State Street,
Rochester,
New York 14650
(Address
of Principal Executive Office) (Zip Code)
Registrant's
telephone number, including area code: (585)
724-4000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
[ ] Soliciting
material pursuant to Rule 14a-12 under the Securities Act (17 CFR
240.14a-12)
|
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
8.01 Other Events.
Update
to Annual Report on Form 10-K and Quarterly Report on Form
10-Q
Eastman
Kodak Company (the “Company”) is filing this Current Report on Form 8-K to
update portions of its Annual Report on Form 10-K for the year ended
December 31, 2008, filed on February 27, 2009,and Quarterly Report on Form
10-Q for the three and nine months ended September 30, 2009 to reflect the
following:
·
|
Retrospective
application of certain authoritative accounting guidance issued in
December 2007 related to noncontrolling interests, effective beginning
January 1, 2009.
|
·
|
Guarantor
subsidiary footnote disclosure, specifically, condensed consolidating
financial information required by Rule 3-10 of Regulation
S-X.
|
·
|
SAB
108 Adjustment and related disclosure to correct accrued income tax
payables of non-U.S. subsidiaries that were cumulatively overstated by $24
million.
|
In
December 2007, the Financial Accounting Standards Board issued authoritative
guidance establishing accounting and reporting standards for ownership interests
in subsidiaries held by parties other than the parent. Specifically,
this guidance requires the presentation of noncontrolling interests as equity in
the Consolidated Statement of Financial Position, and separate identification
and presentation in the Consolidated Statement of Operations of net income
attributable to the entity and the noncontrolling interest. This
guidance, which was incorporated into ASC Topic 810, “Consolidation,” was
adopted by the Company as of January 1, 2009, and, as required, was applied to
the prior periods’ financial statements.
The
Company’s adoption of this guidance did not have a material impact on its
results of operations or cash flows for the years ending December 31, 2008, 2007
or 2006, nor on its financial position as of December 31, 2008 or
2007. Areas of the update to the Company’s Annual Report on Form 10-K
for the year ended December 31, 2008 reflecting changes related to this
retrospective application include:
·
|
Consolidated
Statement of Operations
|
·
|
Consolidated
Statement of Financial Position
|
·
|
Consolidated
Statements of Equity
|
·
|
Consolidated
Statements of Cash Flows
|
·
|
Note
1 – Significant Accounting Policies
|
·
|
Note
9 – Other Long-term Liabilities
|
·
|
Note
14 – Other Income (Charges), Net
|
·
|
Note
19 – Accumulated Other Comprehensive (Loss)
Income
|
·
|
Note
22 – Discontinued Operations
|
·
|
Note
23 – Segment Information
|
·
|
Summary
of Operating Data - Unaudited
|
On
September 29, 2009, the Company issued $300 million in aggregate principal
amount of 10.50% senior secured notes due 2017 (the “Notes”) to Kohlberg Kravis
& Company L.P. and certain of its affiliates. The Notes are fully
and unconditionally guaranteed (such guarantees, the “Guarantees”) on a senior
secured basis by each of the Company’s existing and future direct or
indirect 100% owned domestic subsidiaries (collectively, the
“Guarantors”), subject to certain exceptions. Under the
Securities Act of 1933, (the “Securities Act”), the Guarantees are separate
securities and the Guarantors are the issuers of the
Guarantees. Accordingly, each Guarantor of a registered security is
subject to reporting requirements under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). The Company will file a Post-Effective
Amendment No. 1 to Form S-3 with the Securities and Exchange Commission to
register the Notes and the Guarantees under the Securities Act. As a
result, the Company is required to retrospectively disclose in a footnote to its
financial statements unaudited condensed consolidating financial information of
the Guarantors in accordance with Rule 3-10 of Regulation S-X. This
condensed consolidating financial information is included in Note 25 “Condensed
Consolidating Financial Information” in the update to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008, and
in Note 19 “Condensed Consolidating Financial Information” in the update to the
Company’s Quarterly Report on Form 10-Q for the three and nine months ended
September 30, 2009.
During
the fourth quarter of 2009, the Company identified an error in which accrued
income tax payables recorded by a non-U.S. subsidiary was cumulatively
overstated by $24 million. The Company assessed the materiality of
this item for the year ended December 31, 2008, and all prior and subsequent
periods, in accordance with Staff Accounting Bulletin No. 99, Materiality, and concluded
that the error was not material to any such periods. The Company also concluded
that had the error been corrected within its financial statements for the year
ended December 31, 2009, the impact of such an adjustment would have been
material to its financial statements for the period then ended. Accordingly, in
accordance with Staff Accounting Bulletin No. 108, Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements, the Company’s Consolidated Statements of Financial Position
as of December 31, 2008 and 2007 and the Company's Consolidated Statement of
Operations, Statement of Equity and Statement of Cash Flows for the year ended
December 31, 2006 have been revised to correct the immaterial error and to
reflect the corrected balances of current income tax liabilities, income tax
expense, and retained earnings as of those dates. The corrections
resulted in a decrease in current liabilities and increase in retained earnings
of $24 million as of December 31, 2008, 2007, and 2006, and an increase in
retained earnings of $17 million as of December 31, 2005. The
corrections also resulted in a reduction of consolidated income tax expense,
loss from continuing operations and net loss by $7 million for the year ended
December 31, 2006. The Company has made corresponding adjustments as
appropriate to its other affected prior period consolidated financial statements
included herein.
ITEM
9.01 Financial Statements and Exhibits.
(d)
Exhibits
(99.1)
|
Updated
financial information in the Annual Report on Form 10-K for the year ended
December 31, 2008, Part II- Item 6. Selected Financial Data, Item 7.
Management’s Discussion and Analysis (MD&A) of Financial Condition and
Results of Operations, and Item 8. Financial Statements and Supplementary
Data.
|
(99.2) Updated
financial information in the Quarterly Report on Form 10-Q for the three and
nine months ended September 30, 2009,
Item 1. Financial Statements.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
EASTMAN KODAK COMPANY
By: /s/ Eric Samuels
--------------------------------
Eric Samuels
Chief Accounting Officer and
Controller
Date: January
28, 2010
EASTMAN
KODAK COMPANY
INDEX
TO EXHIBITS
Exhibit
No.
(99.1)
|
Updated
financial information in the Annual Report on Form 10-K for the year ended
December 31, 2008, Part II- Item 6. Selected Financial Data, Item 7.
Management’s Discussion and Analysis (MD&A) of Financial Condition and
Results of Operations, and Item 8. Financial Statements and Supplementary
Data.
|
(99.2) Updated
financial information in the Quarterly Report on Form 10-Q for the three and
nine months ended September 30, 2009,
Item 1.
Financial Statements.